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EXHIBIT 3.03
BYLAWS
OF
FIBR-PLAST CORPORATION
An Oklahoma Corporation
1. ARTICLE I: NAME, SEAL AND PRINCIPAL OFFICES
1.1. Name. The name of the Corporation is:
Fibr-Plast Corporation
1.2. Seal. The corporate seal has inscribed thereon the name of the
Corporation and the words "Corporate Seal, Oklahoma".
1.3. Principal Offices. The principal place of business of the
Corporation shall be in Tulsa County, State of Oklahoma, and
the principal office of the Corporation is located at 3225 S.
Norwood, Suite 100, Tulsa, Oklahoma unless and until changed
by resolution of the Board of Directors. The Corporation may
maintain other offices or places of business incident to the
conduct of its business in or out of the State of Oklahoma.
1.4. Registered Office. The Corporation shall maintain a registered
office and registered agent in Tulsa to the extent required by
law.
2. ARTICLE II: CERTIFICATE OF INCORPORATION AND PURPOSES
2.1. Certificate of Incorporation. The Amended Certificate of
Incorporation is hereby incorporated into and made a part of
these Bylaws. In the event of conflict, the Certificate shall
control unless construed or modified by resolution of the
Shareholders or of the Directors.
2.2. Purposes. The purposes for which this Corporation exists are:
2.2.1. as such are shown in said Certificate of
Incorporation, to which reference is herewith made;
2.2.2. to engage in the business of designing,
manufacturing, assembling, marketing, brokering or
otherwise dealing in products for use in the building
and construction industries; and
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2.2.3. to engage in such other and further business as shall
be lawful and not inconsistent with the charter of
this Corporation and the laws of Oklahoma and any
state in which this Corporation is operating.
3. ARTICLE III: STOCK
3.1. Form. Certificates for stock of the Corporation is in such
form as was initially adopted by the Board of Directors. Such
certificates shall be numbered and entered upon the books of
the Corporation as they are issued. They shall exhibit the
holder's name and shall be signed by the President or Vice
President and shall be attested by the Secretary or the
Treasurer or the same shall be signed and attested by such
other officers as shall be designated by the Board of
Directors, under the seal of the Corporation, and shall
further show the number of shares and the par value
represented by such certificates and the limitations or
restrictions covering such certificates by either an express
statement thereof or appropriate reference thereto (if any
there be).
3.2. Transfer Agent. The Board of Directors shall have the power to
appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock and may
also require that stock certificates be countersigned and
registered by one or more of such transfer agents and
registrars. In the absence of such provision, however, the
Secretary of the Corporation shall be and act as the transfer
agent and registrar.
3.3. Transfer. Shares of capital stock of the Corporation shall be
transferable upon its books only by the holder of record
thereof in person or by duly authorized attorney upon the
surrender and cancellation of certificates for a like number
of shares except in the case of a certificate which shall have
been lost, stolen or destroyed.
3.4. Surrendered Certificates. Certificates surrendered to the
Corporation shall be marked as "canceled" together with the
date of cancellation and shall be affixed in the stock book
opposite the memorandum of issuance.
3.5. Duplicate Certificates. In case any certificate for the
capital stock of the Corporation shall be lost, stolen or
destroyed, then prior to issuing a duplicate certificate the
Corporation may require such proof of fact and such indemnity
to be given it and to its transfer agent and registrar, if
any, as shall be deemed necessary or advisable by it,
including but not necessarily limited to, affidavits,
indemnity bonds or publication of suitable notice of such
application for duplicate certificate in newspapers of general
circulation.
3.6. Ownership. The person in whose name shares stand on the
records of the Corporation shall be deemed by the Corporation
to be the owner thereof for all purposes.
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3.7. Change of Address. Any Shareholder may cause the Corporation
to change the record of his address in its stock record books
by delivering a letter to the Secretary of the Corporation
furnishing such data; provided, however, such change shall be
ineffective during any period when the stock records of the
Corporation have been declared closed by act of either the
Shareholders or Directors.
4. ARTICLE IV: SHAREHOLDERS
4.1. Definition of Shareholders. Shareholders of the Corporation
shall be only those who appear on its books as the holders and
owners of one or more shares of its capital stock.
4.2. Place of Meeting. All meetings shall be held at the principal
office of the Corporation or the registered office of the
Corporation unless otherwise set by appropriate resolution of
the Board of Directors with notice of the meeting specifying
such other place or unless the alternate place of meeting
shall be approved and ratified by all Shareholders of record.
4.3. Annual Meeting. Commencing in the year 2001, the annual
meeting shall be held on the first Tuesday of September each
year at 10:00 o'clock a.m. (Central Standard Time) for the
purpose of electing Directors and for the transaction of such
other business as may come before the meeting; provided,
however, that if such meeting shall fall upon a legal holiday,
such meeting shall be held on the next succeeding business
day.
4.4. Call and Notice of Annual Meeting. The annual meeting shall be
held upon the call of the Chairman of the Board, President, or
a majority of the then elected and qualified Directors, or
Shareholders qualified to cast not less than 51% of the votes
at such meeting. Written notice of such meeting shall be
executed and given by either the Chairman, President, the Vice
President, the Secretary or an Assistant Secretary, to each
Shareholder not less than ten (10) days nor more than sixty
(60) days prior to the date of such meeting. Such notice may
be delivered in person to each Shareholder or by mail at the
address last shown on the stock books of the Corporation for
such Shareholder and, if mailed, deposited in the United
States mail, with postage prepaid, addressed to the Share
holder at his record address as aforesaid. An affidavit of the
Secretary or an Assistant Secretary or of the Transfer Agent
of the Corporation that the notice has been given, in the
absence of fraud, shall be prima facie evidence of the facts
stated therein.
4.5. Special Meetings. Special meetings of the Shareholders may be
held at any time and
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at any place proper for an annual meeting upon call and notice
in compliance with these Bylaws. The Shareholders may properly
transact any business at a special meeting which could be
transacted at the annual meeting. An affidavit of the
Secretary or an Assistant Secretary or of the Transfer Agent
of the Corporation that the notice has been given, in the
absence of fraud, shall be prima facie evidence of the facts
stated therein.
4.6. Call and Notice of Special Meeting. As provided by law, a
special meeting shall be held upon the call of the Chairman of
the Board, President, or a majority of the then duly elected
and qualified Directors or Shareholders qualified to cast not
less than 51% of the votes at such meeting. Written notice of
such meeting shall be executed and given either by the
Chairman, President, the Vice President, the Secretary or an
Assistant Secretary and shall be given to each Shareholder of
record at the address last shown on the stock books of the
Corporation not less than ten (10) nor more than sixty (60)
days prior to the time of such meeting. Such notice may be
delivered in person or by mail and, if mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail, with postage prepaid, addressed to the
Shareholder at his record address as aforesaid. An affidavit
of the Secretary or an Assistant Secretary or of the Transfer
Agent of the Corporation that the notice has been given, in
the absence of fraud, shall be prima facie evidence of the
facts stated therein.
4.7. Waiver. Whenever any notice whatsoever is required to be given
by these Bylaws, or by the Certificate of Incorporation of
this Corporation or by any of the Corporation laws of the
State of Oklahoma, a waiver of such notice in writing signed
by the person or persons entitled thereto (whether given
before or after the time stated therein) shall be deemed
equivalent thereto. In addition, the presence (either in
person or by proxy) of any Shareholder of the Corporation at
any meeting thereof shall likewise be deemed to be the
equivalent of receipt of notice and also a waiver of notice of
the meeting unless such Shareholder shall appear for the
purpose of contesting the validity of such meeting and shall
file with the Secretary of the Corporation a written protest
to such effect before the meeting shall have commenced and
declared to be in order. Notice of any meeting need only be
given to those Shareholders of the Corporation who have not
waived notice as aforesaid.
4.8. Quorum. The holders of a majority of the outstanding shares of
the Corporation entitled to vote, whether represented in
person or by proxy, shall constitute a quorum which shall be
requisite at all meetings of the Shareholders for the
transaction of any business except as otherwise expressly
provided in these Bylaws, or by an appropriate resolution of
the Stockholders or as otherwise required by the statutes of
Oklahoma.
4.9. Absence of Quorum. If a quorum shall not be present or
represented at any meeting
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of the Shareholders for which actual notice shall have been
given in compliance herewith, then the Shareholders there
present shall have the power to adjourn the meeting from time
to time and without notice other than announcement at the
meeting as to the time and place of such continuance or
adjournment. Such announcement as to the adjournment or
continuance shall promptly be reduced to minute form and
placed in the minute book by the Secretary of the meeting. At
any such adjourned or continued meeting at which a quorum
shall be present, any business may be transacted which might
have been transacted at the meeting as originally called.
Notice shall be deemed to have been given to any Shareholder
upon his execution at any time of a waiver of notice as to
either the original meeting or the adjourned and continued
meeting.
4.10. Proxy. At all meetings of the Shareholders, a Shareholder may
vote by proxy executed in writing by the Shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed
with the Secretary of the Corporation before the time of the
meeting. No proxy shall be valid after twenty-four (24) months
following the date of its execution.
4.11. Voting for Directors. The Directors shall be elected by a
majority vote. Each Shareholder shall be entitled to vote the
number of shares owned by him for as many Directors as are to
be elected. There shall be no cumulative voting unless the
same shall be hereafter created by amendment to these Bylaws.
4.12. Other Voting. Except as last above provided, the holder of
each out standing share shall be entitled to one (l) vote upon
each matter submitted to the Shareholders for vote. When a
quorum is present at any meeting, a majority in interest of
the stock there represented shall decide any question
submitted for vote unless the question is one upon which an
absolute requirement of the laws of Oklahoma or other
provision of these Bylaws calls for a larger or different
vote.
4.13. Closing of Stock (or Transfer) Books. For purposes of
determining Shareholders entitled to notice of or to vote at
any meeting of the Shareholders or those Shareholders entitled
to receive payment of any dividend or to make a determination
of Shareholders for any other proper purpose, the Board of
Directors of the Corporation may provide that the Stock
Transfer Books shall be closed for any stated period which in
no event shall be more than sixty (60) days preceding or ten
(10) days following the time set by the Directors for such
meeting. In lieu of closing the Stock Transfer Books, the
Board of Directors may fix in advance a date as the record
date for any such determination of Shareholders, such date not
being more than forty (40) days preceding or ten (10) days
following the date fixed for such meeting by the Board of
Directors. If the Stock Transfer Books are not closed and no
record date
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is fixed for the determination of Shareholders, or of
Shareholders entitled to receive payment of a dividend, then
the date on which the resolution of the Board of Directors
declaring such dividend is adopted, or as the case may be,
shall be the record date for such determination of
Shareholders. When a determination of Shareholders entitled to
vote at any meeting of Shareholders has been made as provided
in this section, such determination shall apply to any
continuance or adjournment thereof except where the
determination has been made through the closing of the Stock
Transfer Books and the stated period of closing shall have
expired.
4.14. Voting List. If the share ledger or stock records of the
Corporation show the names of the Shareholders of the
Corporation in alphabetical order by classes of stock and also
show all persons entitled to represent shares at such meeting
together with the number of shares entitled to be voted by
each Shareholder, the officer in charge of the stock records
shall not be required to prepare a voting list. When such
ledger or records do not contain the data above described,
then the officer having charge thereof shall prepare a
complete list as of twenty-four (24) hours prior to the
convening of such meeting of all persons entitled to represent
shares at such meeting, alphabetically, with the number of
shares entitled to be voted by each opposite the respective
names. Such list and the share ledger or stock records (or a
duplicate thereof) shall be kept at the place of such meeting
during the business hours of at least one (l) full day
immediately preceding the convening of the meeting continuing
to and through the close of such meeting, and such records
shall be subject to inspection during such period by any
Shareholder or person representing shares. If such meeting is
not at the principal offices of the Corporation, then
alternatively such records may be held available for
examination at the Corporation's principal offices. The
requirements of this section 4.14 may be suspended by
appropriate resolution of the Shareholders at any annual or
special meeting.
4.15 Annual Reports. No Director or Officer shall have any
obligation to mail or otherwise furnish annual reports to the
Shareholders of the Corporation as a condition precedent to
the convening of any meeting of Shareholders unless such shall
be specifically required as to a given meeting by appropriate
resolution of either the Shareholders or Directors or by
mandatory statute.
4.16. Statutory Right of Dissent. No right of dissent to any
corporate action, as defined in the laws of Oklahoma shall
exist where such action shall have been either approved,
accepted, adopted or ratified by the holders of the majority
of outstanding shares of stock.
4.17. Access to Records. Except as otherwise provided under the laws
of Oklahoma,
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inspection of the books, accounts and records of the
Corporation by Shareholders shall be limited to such times as
the Board of Directors may by resolution designate from time
to time; if the Board of Directors shall determine that any
proposed use is or probably would be other than a legitimate
use or hostile to the interests of the Corporation, it shall
only make such records available as shall be absolutely
required under the laws of Oklahoma.
4.18. Informal Actions by Shareholders. Any action which may
properly be taken at a meeting of the Shareholders may be
taken without the necessity of a meeting if all of the holders
of shares who would have been entitled to vote at such a
meeting execute a record or memorandum of such action and such
record or memorandum is thereafter filed with the Secretary
and made a part of the corporate records and minutes.
4.19. Consent of Shareholders in Lieu of Meeting. Except as is
otherwise provided by the General Corporation Act, any action
which could be taken at the annual or special meeting of
Shareholders may be taken without a meeting, without prior
notice and without a vote, if a consent thereto describing the
action shall be signed by the holders of outstanding stock
having not less than the minimum numbers of shares which would
be necessary to authorize or to take such action at a meeting
entitled a vote thereon, as is provided in section 1073 of
such General Corporation Act.
4.20 Ratification of Acts. Any transaction of business by the
Shareholders at an invalid meeting shall be as valid and as
though transacted at a meeting duly held after regular call
and notice if (A) such transaction is subsequently approved
and ratified at any Shareholders meeting, or if (B) a quorum
had been present in person or by proxy and if either before or
after such meeting each of the Shareholders entitled to vote
thereat who were not present in person or by proxy shall sign
a written waiver of notice or a consent to the holding of such
meeting or an approval of the minutes thereof. Any such
waivers, consents or approvals shall be filed with the
Secretary and made a part of the records and minutes of the
Corporation.
4.21. Secret Ballot. Upon demand of any Shareholder qualified to
vote (whether acting in person or by proxy), the vote on any
question shall be taken by secret written ballot on which the
persons voting shall state their respective positions by using
the word "For" or the word "Opposed".
5. ARTICLE V: DIRECTORS
5.1. General Powers. The business of the Corporation shall be
managed and controlled by the Board of Directors and all of
the powers which according to the laws of Oklahoma could be
exercised either by the Shareholders or the Directors are
hereby expressly vested in and delegated to the said
Directors; provided, however, that the Shareholders may at any
annual or special meeting by unanimous vote limit or restrict
the power and authority of the Directors notwithstanding the
foregoing.
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5.2. Specific Powers. By way of extension rather than limitation,
the Board of Directors shall be vested with the following
authority and powers:
5.2.1. to purchase or otherwise acquire, deal in, hold, sell
or dispose of for the Corporation such property,
rights or privileges (whether real, personal or
mixed) of whatsoever nature which the Corporation is
authorized or may legally acquire, at such prices or
upon such terms and conditions and for such
consideration as it may in its discretion deem fit
and to the best interests of the Corporation;
5.2.2. to appoint, hire, contract with, remove, suspend, or
discharge such subordinates, managers, officers,
assistants, clerks, agents and servants, permanently
or temporarily, and to determine and fix their duties
and compensation, to require security from them, to
determine their fitness, all upon such terms and
conditions and for such consideration as it in its
discretion shall determine fit;
5.2.3. to confer by appropriate resolution upon any officer
or agent the right to choose, hire, contract with,
remove, suspend, discharge or otherwise deal with
such subordinate officers, agents, employees or
servants as it shall deem fit and in the best
interests of the Corporation;
5.2.4. to appoint any person or persons to accept, acquire,
hold in trust, dispose of or otherwise deal with any
property (real, personal or mixed) for or belonging
to the Corporation, or in which it shall be
interested, and to otherwise act for any purpose and
to execute and do such other duties and things as may
be requisite or incident in relation to such trust;
and
5.2.5. to make, create, and issue such drafts, notes, bonds,
debentures, mortgages, leases, trust agreements,
securities, or other instruments of whatsoever nature
and to do each and every other act and thing
necessary, incident or convenient to effectuate the
same and the transaction of the business of this
Corporation.
5.3. Number of Directors. The Board of Directors shall initially be
three (3) in number. Such number shall be altered only by
appropriate resolution by either the Board of Directors or the
Shareholders; provided, however, that the tenure of office of
a Director shall not be affected by any decrease in the number
of Directors; and, further provided, that in no event shall
the Board of Directors be less than two (2) or more than nine
(9) in number.
5.4. Qualification of Directors. A Director to be qualified to take
office shall be legally competent to enter into contracts. No
other qualifications shall exist except as are set forth in
the Certificate of Incorporation or in these Bylaws or as
shall be hereafter
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added by amendment to the Certificate of Incorporation or
these Bylaws or by appropriate resolution of the holders of a
majority of all outstanding and issued capital stock of the
Corporation. The President and Vice President shall be members
of the Board of Directors. If there is more than one Vice
President, then the Executive Vice President shall serve as a
member of the Board of Directors
5.5 Election and Term of Office. Directors shall be elected for a
term of one (l) year; Directors shall be first elected at the
organizational meeting of Shareholders following incorporation
and such Board shall hold office until the first annual
meeting, at which time the entire Board shall be elected to
serve for a term of one (l) year or until successors be
thereafter duly elected and qualified.
5.6. Quorum. A majority of the entire Board of Directors shall
constitute a quorum and shall be requisite at all meetings of
the Directors for the transaction of any business except as
otherwise expressly provided in these Bylaws or as otherwise
absolutely required by the laws of Oklahoma. If only one
Director shall have been elected or if only one Director shall
remain due to the death or resignation of other Directors,
then the act of such single Director shall be sufficient for
and shall constitute the act of the Board of Directors for all
purposes whatsoever. Notwithstanding anything else herein to
the contrary.
5.7 Absence of Quorum. If a quorum shall not be present at any
meeting of the Directors for which actual notice shall have
been given in compliance with these Bylaws, then the Directors
there present (without regard to the number) shall have the
power to adjourn such meeting from time to time and without
notice other than announcement at the meeting as to the time
and place of such continuance or adjournment. Such
announcement as to adjournment or continuance shall promptly
be reduced to minute form and placed in the minute book by the
Secretary of the meeting. At any such adjourned or continued
meeting at which a quorum shall be present any business may be
transacted which might have been transacted at the meeting as
originally called. Notice shall be deemed to have been given
to any Director upon his execution at any time of a waiver of
notice as to either the original meeting or the adjourned and
continued meeting.
5.8. Voting and Acts. Each Director shall be entitled to one (l)
vote on any matter properly submitted to the Board of
Directors for vote. The act or vote of a majority of the
Directors present at a meeting at which a quorum is present
shall decide any question submitted for vote unless the
question is one which by absolute requirement of the laws of
Oklahoma or the other provisions of these Bylaws calls for a
larger or different vote.
5.9. Resignation. The resignation of a Director shall not be deemed
to be effective until accepted by the Board of Directors
unless the same is submitted in writing and specified to be
effective as of a date certain.
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5.10. Removal of Directors by Shareholders. The entire Board of
Directors or any individual Director may be removed from
office with or without cause at any time by a vote of
Shareholders holding a majority of the issued and outstanding
shares entitled to vote at any Shareholders meeting. Unless
the entire Board of Directors shall be so removed, then no
individual Director shall be removed if a sufficient number of
votes are cast by Shareholders against such resolution which
if cumulatively voted at an election of the full Board of
Directors would have been sufficient to have elected one (l)
or more Directors.
5.11. Removal of Board. The Board of Directors may in its discretion
declare vacant the office of any Director if (a) he shall have
been declared of unsound mind by court order, or (b) convicted
of any felony or other crime involving moral turpitude or
breach of fiduciary duty.
5.12. Filling of Vacancies. Vacancies in the Board of Directors
shall be filled by the remaining members of the Board of
Directors even though less than a quorum, and each person so
elected shall continue as a member of the Board until his
successor is duly elected and qualified or until he shall be
removed as provided in these Bylaws; provided, however, that
the Shareholders at a special meeting called for such purpose
shall have the right to fill any vacancy in the Board of
Directors not earlier filled by the remaining members of the
Board.
5.13. Annual Meeting. The annual meeting of the Board of Directors
shall be held immediately following the close of the annual
meeting of Share holders of the Corporation at the same place
of meeting; provided, however, that the time or place of such
annual meeting may be changed by (a) appropriate resolution of
the Shareholders at the annual meeting, or (b) appropriate
resolution of the Board of Directors at an earlier meeting at
which specific reference is made setting forth such alternate
time and place in the notice of meeting. The principal
business of the annual meeting of Directors shall be the
election of the officers of the Corporation for the ensuing
year and such other business as shall properly come before the
meeting.
5.14. Call and Notice of Annual Meeting. Call of the annual meeting
of Shareholders shall constitute call of the annual meeting of
the Board of Directors at the same place and immediately
following the close of such annual meeting of Shareholders
unless the Board of Directors by appropriate resolution shall
earlier fix the time or place of such annual meeting of
Directors otherwise. The annual meeting of Shareholders shall
have the power to set or reset the time and place of the
ensuing annual meeting of Directors; provided, however, that
in any case the annual meeting of Directors shall be held
within fourteen (14) days following the day on which the
annual meeting of Shareholders shall have been held. Written
notice of the time and place of the annual meeting shall be
executed and given to all Directors by either the President,
the Vice President, the Secretary or an Assistant Secretary
not less than ten (10) days nor more than thirty (30) days
prior to the date of such meeting; if the annual meeting of
Directors is called at the same place and immediately
following the close of the annual
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meeting of the Shareholders, sufficient notice shall be deemed
to have been given to the Shareholders. If the annual meeting
of Directors shall have been earlier called for a different
time or place, then the notice shall specify such other time
and place. Such notice may be delivered in person or by mail
and if mailed, shall be deemed to be delivered when deposited
in the United States mail, with postage prepaid, addressed to
the Director at his last record address. Any Director shall be
deemed to have furnished a change of address to the
Corporation upon furnishing a written statement thereof to the
Secretary. An affidavit of the Secretary or an Assistant
Secretary or of the Transfer Agent of the Corporation that the
notice has been given, in the absence of fraud, shall be prima
facie evidence of the facts stated therein.
5.15. Special Meetings. Special meetings of the Board of Directors
may be held at any time and at any place upon call and notice
in compliance with these Bylaws. The Directors may properly
transact any business at a special meeting which could be
transacted at the annual meeting.
5.16. Call and Notice of Special Meetings. A special meeting shall
be held upon the call of either the President or a majority of
the duly elected and qualified Directors. Written notice of
such meeting shall be executed and given either by the
President, the Vice President, the Secretary or an Assistant
Secretary or such majority of Directors by mailing written
notice thereof to each Director not less than five (5) days
nor more than sixty (60) days prior to the time of such
meeting. Such notice may be delivered in person or by mail
and, if mailed, shall be deemed to be delivered when deposited
in the Untied States mail, with postage prepaid, addressed to
the Directors. An affidavit of the Secretary or an Assistant
Secretary or of the Transfer Agent of the Corporation that the
notice has been given, in the absence of fraud, shall be prima
facie evidence of the facts stated therein.
5.17. Waiver. Whenever any notice whatsoever is required to be given
to Directors by these Bylaws or by the Certificate of
Incorporation of this Corporation or by the corporation laws
of the State of Oklahoma, a waiver in writing of such notice
signed by the person or persons entitled thereto (whether
given before or after the time stated therein) shall be deemed
equivalent thereto. In addition, the presence of any Director
of the Corporation at any meeting thereof shall likewise be
deemed to be the equivalent of notice and also a waiver of
notice of the meeting unless such Director shall specially
appear for the purpose of contesting the validity of such
meeting and shall file with the Secretary of the Corporation a
written protest to such effect before the meeting shall have
been commenced and declared to be in order. Notwithstanding
anything to the contrary in this Article V, no notice
whatsoever need be given of the call of any meeting to a
Director who shall have waived notice as aforesaid.
5.18. Chairman of the Board. The duly elected, qualified and acting
Chief Executive Officer shall automatically be and serve as
Chairman of the Board of Directors. If no Chief Executive
Officer shall have been elected or, if elected, he shall be
absent or
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disabled from serving, then the President of the Corporation
shall act as Chairman of the Board of Directors. If the
President is absent or disabled from serving, then the Vice
President shall act as Chairman of the Board of Directors. If
two (2) or more Vice Presidents exist, the Executive Vice
President or, if none, Senior Vice President, shall act as
Chairman of the Board of Directors in the absence of the
Chairman.
5.19. Election of Officers. At the organizational meeting of the
Board of Directors following the organizational meeting of
Shareholders and at each annual meeting thereafter, the Board
of Directors shall elect the following officers: President,
one or more Vice Presidents, Secretary and Treasurer. The
Board of Directors may, by appropriate resolution at any time
or from time to time, provide for and elect a Chief Executive
Officer, additional Vice Presidents, Assistant Secretaries and
Assistant Treasurers. Two (2) or more offices may be held by
the same person.
5.20. Compensation to Directors. The entire Board of Directors by
unanimous vote may at any time set a fee to be paid to
Directors for attendance at annual or special meetings,
provided, however, that such fee shall not exceed Two Hundred
Fifty Dollars ($250.00) per meeting. By like vote the
Directors may also approve actual travel or other expenses
incurred by the Directors. No such payment shall preclude any
Director from serving the Corporation in any other capacity
and receiving compensation therefor.
5.21. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action
on any corporate matter is taken shall be deemed to have
assented to such action unless his dissent shall be entered in
the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as Secretary of
the meeting before the adjournment thereof or shall otherwise
forward such written dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment
of the meeting. Such right to dissent shall not apply to a
Director who either voted in favor of such action or failed to
make his vote known at the time of the meeting.
5.22. Secret Ballot. Upon demand of any Director, the vote of any
question shall be taken by secret written ballot on which the
persons voting shall state their respective positions by using
the word "For" or "Opposed".
5.23. Vesting of Authority. All authority which according to the
General Corporation Act of the State of Oklahoma may be vested
either in the shareholders or the Directors of a Corporation
is and shall be deemed to be vested in the Directors of this
Corporation unless provided to the contrary in the Certificate
of Incorporation or in these Bylaws. In determining the
relative authority of the Shareholders and Directors, any
statement of specific authority of the Directors contained in
the Certificate of Incorporation or these Bylaws shall be
deemed to be a statement of extension and definition rather
than limitation.
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5.24. Salaries of Executive Officers. The salaries of the President,
Vice President, Secretary and Treasurer shall be fixed or
approved by the Board of Directors unless it shall delegate
the same to an Executive Committee, if any exists, by
appropriate resolution.
5.25. Defense of Claims. The Board of Directors may authorize such
expenditures as it shall deem to be in the best interests of
the Corporation for the investigation and defense of claims
made or suits brought by any persons whomsoever either against
the Corporation, its Directors, Officers, agents or employees,
or any of them, without regard to the nature of the alleged
claim or suit.
5.26. Personal Liability of Directors. A Director shall have no
personal liability for any claim or damage that may result
from his acts in the discharge of any duty imposed or power
conferred upon him by the Corporation if, in good faith, he
shall have acted with ordinary care and prudence or shall have
relied upon the opinion of an attorney, accountant or other
professional consultant of the Corporation.
6. ARTICLE VI: OFFICERS
6.1 Officers to be Elected. The Officers to be elected of the
Corporation shall be as follows:
President
one or more Vice Presidents
Secretary
Treasurer
The Board of Directors may at any time or from time to time
elect additionally a Chief Executive Officer, additional Vice
Presidents, Assistant Secretaries and Assistant Treasurers,
and such other officers and agents as it shall deem necessary,
who shall hold their offices for such terms and exercise such
powers and perform such duties as shall be determined by the
Board of Directors; provided, however, that the Board of
Directors may at its discretion elect only a President,
Secretary and Treasurer and leave any other offices unfilled
at any time or from time to time, notwithstanding anything
herein to the contrary. Two (2) or more offices may be held by
the same person.
6.2. President. The President shall be the general manager of the
Corporation, shall have general supervision of the business,
shall conduct all of the regular business of the Corporation,
shall see that all orders and resolutions of the Board of
Directors are enforced and put into effect, shall be its
principal officer and agent, shall automatically be and serve
as Chairman of its Board of Directors, shall preside at all
meetings and shall negotiate and execute all contracts, bonds,
mortgages and all other instruments whatsoever incident to the
conduct of the business of the Corporation. By way of
extension rather than limitation, he may appoint and remove,
employ, contract with and discharge, and fix the compensation
of all employees and agents of the
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Corporation except to the extent the Board of Directors has
the duty under these Bylaws to fix or approve the compensation
of executive officers; the President shall have the duty of
making all reports and returns of whatsoever nature required
of the Corporation by any governmental body and shall keep the
Board of Directors sufficiently informed in such regard; the
President shall have such other and further uncontrolled
authority, power and discretion as shall reasonably be
necessary, incident to or convenient for the accomplishment of
the purposes of the Corporation and transaction of all of its
business of whatsoever nature except as shall be prohibited
under the laws of Oklahoma or absolutely reserved to the Board
of Directors in these Bylaws or hereafter limited by act of
the Board of Directors.
6.3. Vice President. The Vice President shall exercise the
functions of the President in his absence or disability and,
when so acting, shall have all of the powers and authorities
of the President. The Vice President shall perform such other
duties as from time to time may be assigned to him by the
Board of Directors, or by the President. If the Board of
Directors shall at any time or from time to time elect
additional Vice Presidents, then the one first elected shall
be designated as "(Executive) Vice President," the second as
"Second Vice President," and so forth. The Second Vice
President and subsequently elected Vice Presidents shall
succeed to and exercise the functions of the President in his
absence and upon his disability in the order of their
election.
6.4. Secretary. The Secretary shall attend all meetings of
Shareholders and Directors, shall keep a full and accurate
account of their proceedings and, when directed, shall execute
and mail notices of meetings of the Shareholders or of the
Directors, shall record all transfers of stock and cancel and
preserve all certificates of stock transferred and shall keep
a record of the last known addresses of all Shareholders and
Directors. He shall be Transfer Agent of the Corporation
unless the Directors shall otherwise provide. He shall keep
the seal of the Corporation and shall affix the same to all
certificates of stock, conveyances of real estate and other
documents requiring the seal either upon the direction of the
Board of Directors or the President. In the absence or upon
the disability of the Secretary, the Assistant Secretary shall
perform the duties of the Secretary.
6.5 Treasurer. The Treasurer shall keep a full and accurate
account of the receipts and disbursements of the Corporation,
shall deposit all monies and other valuable objects of the
Corporation in its name in such depositories as shall be
designated by the Board of Directors from time to time, shall
make and furnish a report of the finances of the Corporation
whenever requested by the Board of Directors or the President,
and shall furnish such bond as to his performance which the
Board of Directors shall at any time require. In the absence
or upon the disability of the Treasurer, the Assistant
Treasurer shall perform such duties.
6.6 Resignation. An officer may resign at any time by delivering
written notice thereof to the Corporation. Such resignation
shall take effect at the time specified therein or,
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if the time is not specified, then upon acceptance thereof by
the Board of Directors.
6.7. Removal. The Board of Directors at any time may remove any
officer or agent of the Corporation with or without cause by
adopting a resolution to such effect.
6.8. Filling of Vacancies. The Board of Directors may fill any
vacancy resulting from the death, resignation, removal,
disqualification, disability or the like, of any officer or
agent at any annual or special meeting. Any officer or agent
elected to fill such a vacancy shall serve the unexpired term
of such former officer or agent.
7. ARTICLE VII: CONTRACTS AND CORPORATE INTERESTS
7.1. Contracts. In the absence of fraud, no contract or other
transaction between this Corporation and any other corporation
shall be affected by the fact that Shareholders, Directors,
Officers or agents of this Corporation are shareholders,
directors, officers or agents of any other corporations if
such contract or transaction shall be either approved or
ratified by the Board of Directors of this Corporation after a
disclosure or with knowledge of such interests. Any
Shareholder, Director or Officer individually, or any
corporation, partnership, trust or other entity in which a
shareholder, director or officer of the corporation is
interested may be a party to or interested in any contract or
transaction with the Corporation, provided that such contract
or transaction shall be either approved or ratified by the
affirmative vote of the Board of Directors of the Corporation
following disclosure or with knowledge of such interests.
Shareholders and Directors so interested may be counted when
present at meetings of Shareholders or Directors, as the case
may be, for purposes of determining whether a quorum exists.
7.2. Accounting. No Shareholder, Director or Officer shall be
liable to account to this Corporation for any profit
indirectly or directly realized by him from or through any
such transaction or contract with this Corporation by reason
of his interest therein which shall have been either approved
or ratified as aforesaid.
8. ARTICLE VIII: FISCAL YEAR
8.1. Setting of Fiscal Year. The fiscal year of this Corporation
shall end on June 30 unless hereafter amended by appropriate
resolution of the Board of Directors or of the Shareholders.
9. ARTICLE IX: DIVIDENDS AND STOCK REDEMPTION
9.1. Dividends. The Board of Directors in its sole discretion may
from time to time declare dividends on the outstanding shares
of the Corporation without any restrictions or limitations
other than those absolutely imposed under the laws of
Oklahoma.
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9.2. Purchase and Redemption of Shares. The Board of Directors may
in its sole discretion at any time direct or authorize the
purchase or redemption, or both, of outstanding shares of
stock of the Corporation without any restrictions or
limitations other than those absolutely imposed under the laws
of Oklahoma.
10. ARTICLE X: AMENDMENT OF BYLAWS
10.1. Amendment by Shareholders. These Bylaws may be amended at any
annual or special meeting of the Shareholders provided that
(a) the notice of such meeting shall have contained a general
reference to and statement of the nature of the amendment to
be considered, or (b) in lieu thereof, that all Shareholders
shall then or thereafter execute a waiver of notice or
approval of the minutes or consent to such amendment.
10.2. Amendment by Directors. The Board of Directors may amend these
Bylaws at any annual or special meeting of the Board of
Directors by unanimous vote of all its members.
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CERTIFICATION OF BYLAWS
The foregoing Amended Bylaws were duly adopted at the Initial and
Organizational Meeting of Incorporators, Subscribers and Shareholders held on
the 31st day of January, 2001.
/s/ Thomas Watson
------------------------
THOMAS WATSON, PRESIDENT
ATTEST:
/s/ Joseph Francella
- --------------------------------
JOSEPH FRANCELLA, Vice President
& Secretary
(SEAL)
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